DISCOVER BANK Master Servicer, Servicer and Seller and U.S. BANK NATIONAL ASSOCIATION Trustee on behalf of the Certificateholders SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of November 3, 2004 DISCOVER CARD...

Exhibit 4.3

DISCOVER BANK
Master Servicer, Servicer and Seller

and

U.S. BANK NATIONAL ASSOCIATION
Trustee

on behalf of the Certificateholders

SECOND AMENDMENT TO AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
dated as of November 3, 2004

DISCOVER CARD MASTER TRUST I

Dated as of
March 30, 2006

          This SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this “Amendment”), dated as of March 30, 2006, is entered into by and between DISCOVER BANK, a Delaware banking corporation (formerly Greenwood Trust Company), as Master Servicer, Servicer and Seller (“Discover Bank”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as Trustee (the “Trustee”).

          WHEREAS, Discover Bank and the Trustee entered into that certain Pooling and Servicing Agreement dated as of October 1, 1993, as amended, which was restated in its entirety by that certain Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, by and between Discover Bank and the Trustee, relating to Discover Card Master Trust I, as amended by that certain First Amendment to Amended and Restated Pooling and Servicing Agreement and Global Amendment to Certain Series Supplements thereto, dated as of January 4, 2006 (as amended, the “Agreement”); and

          WHEREAS, pursuant to Sections 13.01(a)(i) and (ii) of the Agreement, Discover Bank and the Trustee desire to amend Sections 1.01, 3.02, 3.07 and 3.08 of the Agreement and to add a new Article XIV to the Agreement, in a manner that shall not adversely affect in any material respect the interests of the Holders of any Class of any Series currently outstanding, in order to (a) clarify the authority of Discover Bank, as Servicer, to commence collections actions on behalf of the Trust in its own name and (b) establish internal mechanisms to support the Trust’s compliance with Regulation AB (defined below).

          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Certificateholders:

          1. Definitions. Unless otherwise specified, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Agreement.

          2. Amendments to the Agreement. Effective as of the date hereof:

     (A) Article I, Section 1.01 (“Definitions”) of the Agreement is amended by adding the following terms, in alphabetical order therein:

          "Commission” shall mean the United States Securities and Exchange Commission.

          "Exchange Act” shall mean the Securities Act of 1934, as amended.

          "Regulation AB” shall mean Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

          "Sarbanes Certification” shall have the meaning specified in Section 14.04(c).

          "Securities Act” shall mean the Securities Act of 1933, as amended.

          "Securitization Transaction” shall mean any New Issuance, whether publicly offered or privately placed, rated or unrated.

          "Servicing Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

          "Servicing Participant” shall mean any Person who is responsible for any Servicing Criteria and who is required pursuant to Item 1122(d) of Regulation AB to provide an assessment of compliance therefore. For the avoidance of doubt, the term “Servicing Participant” shall not include the Trustee, the Master Servicer or Discover Bank, as Servicer, as Regulation AB compliance matters with respect to such entities are independently addressed in this Agreement.

     (B) Article III, Section 3.02 (“Acceptance of Appointment and Other Matters Relating to Servicers”) of the Agreement is amended by adding to clause (ii) of the penultimate sentence of subsection 3.02(b), immediately following the phrase “to commence collection proceedings with respect to such Receivables”, the following: “on behalf of the Trust for the benefit of the Certificateholders but in its own name, without reference to the fact that it is acting for the Trust”.

     (C) Article III, Section 3.07 (“Master Servicer’s and Servicers’ Annual Certificates”) of the Agreement is amended by adding the following paragraph as a new subsection (c) of Section 3.07:

          "(c) Master Servicer’s and Servicers’ Annual Compliance Statement. On or before the Trust’s Annual Report Date of each calendar year (and relating to the preceding fiscal year ending on November 30), the Master Servicer and each Servicer will deliver, and the Master Servicer or the applicable Servicer shall cause each affiliated Servicing Participant and each unaffiliated Servicing Participant that services 10% or more of the Receivables to deliver, to the Trustee, Discover Bank on behalf of the Holder of the Seller Certificate and the Rating Agencies, an Officer’s Certificate necessary to comply with Item 1123 of Regulation AB in substantially the form (with appropriate insertions) of Exhibit J hereto; provided, however, that with respect to the fiscal year ending November 30, 2006, such certificate may exclude the period of December 1, 2005 through and including December 31, 2005. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.”

     (D) Article III, Section 3.08 (“Independent Public Accountants’ Annual Servicing Report”) is amended by deleting the last two sentences of the paragraph under subsection (a) and by adding the following paragraph as a new subsection (c) of Section 3.08:

          "(c) On or before the Trust’s Annual Report Date of each calendar year (and relating to the preceding fiscal year ending on November 30), the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other

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services to the Master Servicer, any Servicer or any Seller) to furnish to the Trustee, the Master Servicer and the Rating Agencies each attestation report on assessments of compliance with the Servicing Criteria furnished by such accountants pursuant to Sections 14.04 and 14.05 of this Agreement.”

     (E) The Pooling and Servicing Agreement is hereby amended by adding the following new Article XIV after Article XIII of the Pooling and Servicing Agreement:

ARTICLE XIV
COMPLIANCE WITH REGULATION AB

          SECTION 14.01 Intent of the Parties; Reasonableness. Discover Bank on behalf of the Holder of the Seller Certificate, the Master Servicer, the Servicer and the Trustee acknowledge and agree that the purpose of this Article XIV is to facilitate compliance by the Seller with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Master Servicer nor any Seller shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than such Master Servicer or Seller’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Trustee agrees to cooperate in good faith with any reasonable request by the Master Servicer or any Seller for information regarding the Trustee which is required in order to enable such Master Servicer or Seller to comply with the provisions of Regulation AB as it relates to the Trustee or to the Trustee’s obligations under this Agreement or any Series Supplement, provided that such information is available to the Trustee without unreasonable expense or effort and within the timeframe as is reasonably requested. The Master Servicer and each Servicer agrees to cooperate in good faith with any reasonable request by the Master Servicer or any Seller for information regarding the Master Servicer or such Servicer (or any Servicing Participant that it engages) which is required in order to enable such Master Servicer or Seller to comply with the provisions of Regulation AB as it relates to the Master Servicer or such Servicer or to the Master Servicer or such Servicer’s obligations under this Agreement or any Series Supplement or the obligations of any Servicing Participant that it engages under any servicing or subservicing agreement to the extent related to servicing the Receivables, provided that such information is available to the Master Servicer and each Servicer without unreasonable expense or effort and within the timeframe as is reasonably requested. Terms used in this Article XIV that are defined in Regulation AB but are not defined in Section 1.01 of this Agreement shall have the meanings ascribed to them in Regulation AB.

          SECTION 14.02 Additional Representations and Warranties of the Trustee. The Trustee shall be deemed to represent to the Master Servicer and Discover Bank on behalf of the Holder of the Seller Certificate, as of the date on which information is provided under Section 14.03 that, except as disclosed in writing to the Master Servicer and Discover Bank on behalf of the Holder of the Seller Certificate prior to such date to the best of its knowledge: (i) neither the execution, delivery and performance by the Trustee of this Agreement or any Series Supplement, the performance by the Trustee of its obligations under this Agreement or any Series Supplement nor the consummation of any of the transactions by the Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or

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	DISCOVER BANK, as Master Servicer, Servicer and Seller
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Vice President, Chief Accounting Officer and Treasurer
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇. Child
	Name:	▇▇▇▇▇▇▇▇ ▇. Child
	Title:	Vice President

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*		Only if applicable for any outstanding Securitization Transaction.

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